POSaBIT Systems Corporation (PBIT) Earnings Call Transcript & Summary

[Audio Gap] POSaBIT Systems Corporation. In accordance with the corporation's articles, I'll preside as the Chair of the meeting. Matt Fowler will act as the Secretary of the meeting. Before commencing the formal business of this meeting, given this meeting is being held virtually, I would like to set out a few rules for an orderly conduct. First, questions in respect of a motion or a procedural matter can be submitted by any registered shareholder or duly appointed shareholder or proxy holder using the instant messaging service on the virtual interface. Please note that there will be a slight delay in the publication of the communications received. Number two, today's meeting is being held solely for the purposes set out in the notice of meeting and accompanying management information circular in respect of this meeting. Third, for the purposes of today's meeting, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item. And lastly, number four, when you are asked to vote, you can click on the vote icon on the virtual interface to register your votes. I will advise you when the polls are about to close. To make the best use of our time, certain shareholders or proxy holders have been asked to move the resolutions on the matters which are set out in the notice of meeting and accompanying management information circular. With the consent of the meeting, Computershare Investor Services, Inc., the Corporation's registrar and transfer agent, to its representatives, will act as the scrutineer. The scrutineer will report on the shareholders' participation in the meeting and the number of securities represented at this meeting, compute the votes cast by ballot and report to me on these matters. The purpose of today's call -- of today's meeting are set out in the management information circular and accompanying materials, which have been mailed to all shareholders of the corporation. The Secretary of the meeting has received proof of service of such materials, and I direct that such proof of service be annexed to the meeting -- to the minutes of this meeting. Accordingly, the notice of meeting will not be read. I've been advised that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I received the scrutineers' report on attendance, and I direct that it be annexed to the minutes of the meeting. As the first item of business, I now present to the meeting the audited consolidated financial statements of the corporation for the year ending December 31, 2022, and the report of the auditors. Copies of the financial statements have been mailed to the shareholders of the corporation and are available under the corporation's profile on the SEDAR website. Given the foregoing, it is not proposed that they be read at the meeting but that they be taken as received. Before I move to the next item of business, I will now take a moment to ask that the balloting be open to registered shareholders and duly appointed proxy holders. I'll pause briefly while we open up the voting. The polls are now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the management information circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. Please register your votes by accessing the voting page and selecting the for, against or withhold buttons as applicable, next to the relevant resolutions. Although the polls are now open, each item of business will be introduced one at a time and registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names will be able to vote on all motions until the closing of polls, which will occur shortly after the matters to be voted on have been formally put forth before the meeting. I will now move to the next item of business. We will now proceed with the setting of the numbers of directors. I would ask for a motion to set the number of directors at 5.

This is Don Tringali. I so move.

This is Matt Fowler. I second.

Thank you. I will now move to the next item of business. The following are the names of each person proposed to be nominated for election as a director of the corporation, each to serve as a director until the next meeting of shareholders at which the election of the directors is considered or until his or her successor is duly elected or appointed. The 5 directors are Ryan Hamlin, Don Tringali, Louis Camhi, Michael Apker and Bruce Jaffe. Seeing no further nominations, I declare the nominations for directors closed. I would ask that a motion be brought to approve the election of the directors as set out in the Management Information Circular.

This is Don Tringali. I so move.

This is Matt Fowler. I second.

Thank you. I will now move to the next item of business. The next item of business is to appoint the auditors of the corporation for the current year and to authorize the directors to fix their remuneration. I would ask that a motion be brought reappointing Armanino, LLP as the auditors of the corporation for the current year.

This is Don Tringali. I so move.

This is Matt Fowler. I second.